Common use of Operating Account Clause in Contracts

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”). Each Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. Operator shall establish and maintain one or more separate segregated operating accounts (collectively, the “Operating Account”) at a FDIC insured bank designated by Operator (except to the extent any Lender requires that the Operating Account be held with Lender) for the collection and disbursement of monies in connection with the management and operation of the Hotel. All monies swept from each Clearing Account funds (exclusive of funds in house banks at the Hotel) received by Operator in the Clearing Bank operation of or otherwise relating to the Hotel, and funds for Working Capital provided by Lessee, shall be deposited in a separate depository account for each Property the Operating Account. Lessee shall cause sufficient funds to be on hand in the applicable Owner Subsidiary’s name Operating Account to assure the timely payment of all current liabilities of the Hotel, including but not limited to Operating Expenses, all other costs and expenses incurred in connection with the Hotel pursuant to this Agreement, the performance by Operator of its obligations under this Agreement and all fees, charges and reimbursements payable to Operator hereunder. In no event shall Lessee permit the balance in the Operating Account to be less than the Initial Working Capital Amount. Operator shall submit to Lessee on a weekly basis its check register for the Operating Expenses to be paid that week and Lessee shall provide Working Capital to Operator within two (each an “2) business days of receipt of the check register so that Operator may pay all such Operating Expenses. From the Operating Account”), Operator shall pay all Operating Expenses, and other costs and expenses relating to the operation of the Hotel as permitted or required to be paid by Operator in accordance with this Agreement before any penalty or interest accrues thereon. Each The Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager segregated account and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times shall be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access in Lessee’s name; provided that Hotel Employees designated by Operator from time to its Operating Account, time which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments be bonded or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary otherwise insured shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to authorized signatories of such Owner Subsidiary on or before the 20th day account, as shall be representatives of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institutionLessee. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds interest earned or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly accrued on amounts invested from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable shall be added to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar monthOperating Account.

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”). Each Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee, the Construction Fee and the Construction Oversight Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each the Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each the Property in the applicable Owner SubsidiaryCompany’s name (each an the “Operating Account”). Each The Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiarythe Company, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each the Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner SubsidiaryCompany. Each The Operating Account and all funds therein shall at all times be the property of the applicable Owner SubsidiaryCompany. Each Owner Subsidiary The Company shall have electronic banking system access to its the Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained hereinherein and subject in all cases to any requirements or restrictions imposed by any loan encumbering the Property, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any the Property to be controlled by the Owner Subsidiary Company and direct payments to be made into the that Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary Company with all information necessary to make payments of expenses with respect to such the Property. The Property Manager shall remit to each Owner Subsidiary the Company monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner SubsidiaryCompany’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary the Company shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary the Company should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary the Company on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary Company must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary Company at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties Property and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary the Company and held in trust by the Property Manager for such Owner Subsidiarythe Company. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each the Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner SubsidiaryCompany, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary Company may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”). Each Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.Owner

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each the Property in the applicable Owner SubsidiaryCompany’s name (each an the “Operating Account”). Each The Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiarythe Company, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each the Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner SubsidiaryCompany. Each The Operating Account and all funds therein shall at all times be the property of the applicable Owner SubsidiaryCompany. Each Owner Subsidiary The Company shall have electronic banking system access to its the Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any the Property to be controlled by the Owner Subsidiary Company and direct payments to be made into the that Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary Company with all information necessary to make payments of expenses with respect to such the Property. The Property Manager shall remit to each Owner Subsidiary the Company monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner SubsidiaryCompany’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary the Company shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary the Company should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary the Company on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary Company must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary Company at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties Property and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary the Company and held in trust by the Property Manager for such Owner Subsidiarythe Company. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each the Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner SubsidiaryCompany, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary Company may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each Clearing Account by Upon receipt, Manager shall deposit all Revenues received into a separate, segregated bank account (the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”)) at a bank approved by Tenant and Manager. Each The Operating Account shall be opened by held in the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between Tenant’s name and withdrawals from the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into solely by representatives of Manager whose signatures have been authorized to access the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held Funds in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution segregated from all other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 accounts and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will investments and shall not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own any other funds or with funds held controlled by the Property Manager. Manager for shall, with Facility Revenue, maintain such balances therein as Manager and Tenant shall deem appropriate, taking into account the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each cash flow management needs of the Properties Facility and all sums placed in the disbursement from such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary amounts of the Facility’s funds as Manager and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may Tenant shall from time to time expressly authorize reasonably determine to be appropriate in writing. Each the discharge of the Management Feeresponsibilities of Manager under this Agreement, the Transition Fee and the Construction Fee shall be paid to the Property Manager as well as remaining in accordance with the Approved Budget an taking into account Tenant’s desire to maintain as much of its funds in interest-bearing accounts as is reasonably feasible. Tenant shall maintain a minimum cash balance of fifty thousand and no/100 dollars ($50,000.00) equal to one (1) month of annualized Facility Expenses (based on prior twelve (12) months of Facility Expenses) in the Operating Account if needed to operate the Facility in a manner designed to meet the mutual goals of Tenant and Manager set forth in Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof2.02 above, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent consistent with the computation permitted hereunderterms of this Agreement. Tenant shall be a signatory on the Operating Account; provided, however, Tenant’s signature shall be required on all checks/withdrawals after an Event of Default by Manager under this Agreement. Reasonable xxxxx cash funds shall be maintained at the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar monthFacility.

Operating Account. All monies swept from each Clearing (a) Operating Lessee shall cause Property Manager to deposit all Gross Revenue into the Operating Account by in accordance with the Clearing Bank Property Management Agreement. Operating Lessee shall be deposited in a separate depository account for each Property in not close or agree to the applicable Owner Subsidiaryclosing of the Operating Account or open or agree to the opening of additional Operating Accounts without prior written notice thereof to Agent, which notice shall include the depository’s name (each an “and address and the account name and number of any new or replacement Operating Account”). Each Operating Lessee shall not permit Property Manager to withdraw or otherwise use sums from the Operating Account shall be opened by except in accordance with the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between and the Property Manager Subordination Agreement. Neither Borrower nor Operating Lessee shall withdraw any amounts from the Operating Account except as may be approved by Agent in writing, it being acknowledged that Property Manager (and pursuant to the applicable Owner Subsidiary other provisions of this Section 2.16(a), Agent) alone shall withdraw sums from the Operating Account pursuant to and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by in accordance with the Property Manager. The signature card for each Operating Account shall indicate that Management Agreement and the Property Manager is dealing with Subordination Agreement. Upon the occurrence and during the continuance of an Event of Default, Agent may notify Property Manager in writing to remit all amounts payable to Operating Lessee (after payment of all operating expenses, cost reimbursements, working capital and other amounts due Property Manager under the Property Management Agreement) to an account designated in writing by Agent. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account set forth in Section 6.5 hereof and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information all other rights and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses remedies with respect to such Property. The Property Manager the Operating Account specified in this Loan Agreement and in any other Loan Document, at law and in equity, subject, however, to the last sentence of Section 6.5 hereof. (b) Borrower and Operating Lessee shall remit not open any new Account or close any Account without prior written notice thereof to each Owner Subsidiary monthlyAgent, on which notice shall include the depository’s name and address and the account name and number of any new or before the 20th day replacement Account. (c) Borrower and Operating Lessee hereby grant to Agent a security interest in all of each month, excess cash as of the end of the preceding month, held their rights in and to the Operating Account and not applied any new Account established by either Borrower or Operating Lessee and all sums on deposit therein as additional security for the Obligations. Subject to the payment rights of (i) Borrower and Operating Lessee expressly set forth herein to 62528184 41 make and permit others to make withdrawals from the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, Operating Account and (iii) amounts payable subject to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance rights of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company Agreement and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company Subordination Agreement, Borrower and the Property Manager Operating Lessee hereby acknowledge and agree that one or more Agent shall have sole dominion and control of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar monthOperating Account.

Operating Account. All monies swept from each Clearing Account received by the Clearing Bank Manager for or on behalf of Owner shall be deposited immediately in a separate separate, interest bearing depository account for each Property in the applicable Owner Subsidiary’s Owner's name (each an “the "Operating Account”)") to be maintained with a financial institution approved by Owner. Each Operating Account Owner hereby approves PNC Bank, Mellon Bank, First Union Bank and Summit Bank. All such funds shall be opened by invested in accordance with the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank guidelines set forth in Exhibit B to be determined by the Property Managerthis Agreement. The signature card for each the Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner SubsidiaryOwner. Each The Operating Account and all funds therein shall at all times be the property of Owner. The Comptroller or Assistant Comptroller of Manager or an officer of Owner shall be the applicable Owner Subsidiary. Each Owner Subsidiary only parties who shall have electronic banking system access the authority to its Operating Account, which shall permit it to obtain account information and make withdrawals withdraw funds from such Operating Accountaccount. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit by wire transfer to each Owner Subsidiary monthly, on or before the 20th twenty-fifth (25th) day of each monthmonth unless otherwise stipulated, excess cash as of the end of the preceding month, all funds held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s Owner's expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to after retention in said account of the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten sum of Fifty Thousand Dollars ($10,000) 50,000), on a portfolio basis and not per Property, as reserve reserves for working capital and other contingencies, and in addition to any additional amount as other reserves specified in the Company may authorize for such purposesthen current Budget. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.23.2. If an Owner Subsidiary should make any request for security deposits or other funds are required by law to be held in a distribution other than the standard monthly distribution segregated account and are by law, allowed to such Owner Subsidiary on or before the 20th day of each month as noted immediately abovebe held by Manager, such request by the Owner Subsidiary must deposits or funds shall be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department held in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary account at said financial institution, which account shall be interest-bearing if so required by law or if required by Owner. All monies held in the Operating Accounts Account shall in no event be commingled with the Property Manager’s 's own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the CompanyAccount. The Property Manager may draw on each the Property Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereofSections 4.1 and 4.2, (ii) amounts payable to the applicable Owner SubsidiaryManagement Fee described in Section 4.3, (iii) amounts payable to the Property Manager under Section 5.3 hereofOwner, and (iv) a specified amount amounts reasonably necessary to a payee which perform the applicable Owner Subsidiary may from time responsibilities imposed on Manager by this Agreement, including actions taken to time expressly authorize secure the security and safety of persons and property in writing. Each the event of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar monthemergency.